Terms of Reference

• Objectives and Responsibilities

  The Remuneration Committee's responsibilities include but are not limited to the following:

  • To review and sanction proposals from the Chief Executive Officer concerning policy and structure for all remuneration of directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration;
  • To review and make recommendations to the Board concerning the specific remuneration packages of all executive directors and senior management, including benefits in kind, pension rights and compensation payments (including any compensation payable for loss or termination of their office or appointment) and make recommendations to the board of the remuneration of non-executive directors. The remuneration committee considers factors such as salaries paid by comparable companies, employment conditions elsewhere in the group and desirability of performance-based remuneration;
  • To review and sanction performance-based remuneration by reference to corporate goals and objectives resolved by the board from time to time;
  • To review and sanction proposals from the Chief Executive concerning the compensation payable to executive directors and senior management in connection with any loss or termination of their office or appointment to ensure that such compensation is determined in accordance with relevant contractual terms and that such compensation is otherwise fair and not excessive for the Company;
  • To review and sanction compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that such arrangements are determined in accordance with relevant contractual terms and that any compensation payment is otherwise reasonable and appropriate;
  • To ensure that no director or any of his associates is involved in deciding his own remuneration and that, as regards to the remuneration of a non-executive director who is a member of the Remuneration Committee, his remuneration shall be determined by other members of the Remuneration Committee;
  • To review and make appropriate recommendations to the Board on management development and succession plans for executive director and senior management levels;
  • To review annually the Remuneration Committee's terms of reference and its own effectiveness and recommend to the Board any necessary changes.
• Members
  

  Mr. Michael John Enright		Independent Non-executive Director Chairman
  Mr. Oscar de Paula Bernardes Neto		Independent Non-executive Director Member
  Ms. Winnie Wang Wing Yee		Vice-Chairman Member



• Meetings
  • The Remuneration Committee shall meet with such frequency as it may consider appropriate (but in any event no less than once per year) and shall present a report on its activities to the Board once a year.
  • The meetings and proceedings of the Remuneration Committee are governed by the provisions contained in the Company's Bye-Laws 131 - 140 for regulating the meetings and proceedings of Directors. Two members present in person shall be a quorum for the Remuneration Committee meetings until the Board has otherwise determined. Meetings of the Committee may be held by telephone.
  • The Senior Vice President, Group Human Resources or his or her delegate shall act as the secretary to the Remuneration Committee and by the Company Secretary who shall circulate the agenda and supporting documentation to members at a reasonable period in advance of each meeting and must ensure that full minutes are kept of all meetings. Minutes of the Remuneration Committee shall be circulated to all members of the Committee and made available upon request to other members of the Board.

Revised: May 2005